Studies were conducted at the Vegetable Substation in Kibler, AR, in 1992 and 1993, in the same plots, to evaluate weed suppression by spring-seeded cover crops and to determine the effects of cover crop and imazethapyr on no-till southern pea. A plot without cover, conventionally tilled before planting southern pea, served as control. Weed control treatments, applied as subplots in each cover crop, included a weedy check, handweeded check, and half and full rates of imazethapyr (0.035 and 0.07 kg/ha) followed by sethoxydim (0.22 kg/ha). Biomass of Palmer amaranth 6 WAR without herbicides, was less in Italian ryegrass and sorghum-sudangrass residues than in oat residue and no cover crop. Over the years, Palmer amaranth density increased 333% without cover crops and 28% with cover crops. Rice flatsedge density increased four to five times in oat and sorghum-sudangrass residues but remained the same in Italian ryegrass residue. In general, Italian ryegrass residue suppressed the most weeds. Oat residue was least suppressive. Italian ryegrass and sorghum-sudangrass also reduced southern pea stand. Regardless of cover crop and year, half and full rates of imazethapyr followed by sethoxydim equally reduced density of Palmer amaranth, goosegrass, large crabgrass, southwestern cupgrass, and rice flatsedge compared with the untreated check. Residual control of Palmer amaranth by imazethapyr was higher at the full rate than the reduced rate, regardless of cover crop. Half rate of imazethapyr followed by sethoxydim controlled 94 to 100% of Palmer amaranth, rice flatsedge, large crabgrass, and southwestern cupgrass late in the season, regardless of cover crop in 1992 and 1993. Southern pea yield in untilled plots with cover crops was two to three times lower than yield in plots with preplant tillage and no cover crops mostly because of reduction in crop stand in the presence of cover crops.